Board Charter

The Board Charter sets out the principles for the operation of the Board of Directors of (“the Board”) of The Store Corporation Bhd (“TStore” or “the Company”) and its subsidiaries (“the Group”) and describes the functions of the Board and functions which delegated to Management of the Company.

The Board has primary responsibility to shareholders for the welfare of the Company. The Board is responsible for guiding and monitoring the business and the affairs of the Company and in practicing a sound base for good corporate governance in the operations of the Company.

This Board Charter is designed to provide guidance and clarify for Directors and Management with regard to the role of the Board and its committees and it shall form an integral part of each Directors’ duties and responsibilities.

2.1. Board Composition

a) The Board shall comprise not less than two (2) or more than eleven (11) Directors. At least two (2) or one-third (1/3) of the Directors are Independent Directors.

b) The Board shall be of a size and composition with the benefit of diversity in perspectives and skills to enable them to provide an effective leadership and bring independent judgment to current and emerging issues of the business of the Company.

c) The composition of the Board shall reflect the level of investment in the Company by the shareholders apart from the largest shareholder.

d) A Director shall inform the Board on any new directorship in other Public Listed companies.

2.2. Board Tenure

a) Any Directors who are appointed during the year will be subject to retirement and re-election by shareholders at the next Annual General Meeting (“AGM”) following their appointment. Further, one-third (1/3) of the remaining Directors, including the Managing Director shall retire from office and be eligible for re-election at each AGM.

b) All the Directors, including the Managing Director, shall retire from office once at least in every three (3) years but shall be eligible for re-election. for re-election at each AGM.

c) Pursuant to Section 129(6) of the Companies Act, 1965, Directors who are over seventy (70) years of age shall retire at every AGM and may offer themselves for re-appointment to hold office until the next AGM. for re-election at each AGM.

d) The tenure of an Independent Director shall not exceed a cumulative term of nine years. The Directors may continue to serve thereafter but will be re-designated as non-Independent Director. However, the Board may, subject to the assessment of the Nomination Committee on an annual basis, recommend for shareholders’ approval to retain the Independent Director who has served a consecutive or cumulative term of nine years to continuous to act as an Independent Director. for re-election at each AGM.

2.3. Role of Board for re-election at each AGM.

The Board has overall responsibility for the conduct of the Group’s business to ensure the Group’s objectives and performance targets are met. The Board has reserved the right to delegate certain responsibilities to its committees which operate in within the clearly defined terms of reference. for re-election at each AGM.

The principal responsibilities of the Board including those adopted from the new Malaysian Code of Corporate Governance 2012 (“the Code”) are: for re-election at each AGM.

Reviewing and adopting a strategic plan for the Group ;

Reviewing and adopting a strategic plan for the Group ;

overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed;

identifying the principal risks and ensuring the implementation of appropriate systems to manage these risks;

succession planning, including appointing, training, fixing the compensation of and where appropriate, replacing key management ;

Developing and implementation a Corporate Disclosure Policy ;

Reviewing the adequacy and the integrity of the Group’s internal control systems and information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;

monitoring and reviewing management processes aimed for ensuring the integrity of financial and other reporting;

ensuring that the Company’s financial statements are true and fair and conform to the accounting standard.

for re-election at each AGM.

2.4. Role of Chairman and Managing Director for re-election at each AGM.

The Board recognises the important of having a clearly accepted division of powers and responsibilities at the head of the Company to ensure a balance of power and authority such that no one has unfettered power of decision. The roles and responsibilities of the Chairman and Managing Director/Chief Executive Officer are distinct and separated. for re-election at each AGM.

The Chairman is primarily responsible for: for re-election at each AGM.

leading the Board in oversight of the Management;

representing the Board to shareholders and chairing general meeting of shareholders;

ensuring the integrity of the governance process and issues;

functioning as a facilitator at meetings of the Board to ensure that no member dominates discussion, that appropriate discussions takes places and that relevant opinions among members is forthcoming;

guiding and mediating Board actions with respect to organizational priorities and governance concerns;

Performing other responsibilities assigned by the Board from time to time.

The Managing Director/Chief executive Officer is primarily responsible for:

ensuring the effective implementation of the Group’s Business Plan and Policies established by the Board as well as to manage daily conduct of the business and affairs to ensure its smooth operation;

reviewing and evaluate the development of a strategic plan, an annual operating plan, budget performance benchmarks ;

developing long-term strategic and short-term profit plans, designed to ensure that the Group’s requirements for growth, profitability and return on capital are achieved;

directing and controlling all aspects of business operations in a cost effective manner;

ensuring compliance with governmental procedures and regulations;

effectively oversee the human resources of the Group with respect to key positions in the Group’s hierarchy including succession planning talent pool and retention.

for re-election at each AGM.

In discharge the above responsibilities, the Managing Director/Chief Executive Officer can delegate appropriate functions to the senior management, who shall report to the MD/CEO.

This Code is intended to focus on the Board and each Director on areas of ethical risk, provide guidance to the Directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability.

This Code is designed to enhance the standard of corporate governance and corporate behavior with the intention of achieving the following objectives:

To establish a standard of ethical behavior for Directors based on acceptable beliefs and values; and

To uphold the spirit of professionalism, objectivity, transparency, and accountability in line with the legislation, regulations and environmental and social responsibility guidelines governing a company.

a) The Board shall meet regularly, at least on a quarterly basis. In the intervals between the scheduled Board meetings, any matters requiring Board’s decisions and approvals are obtained through circular resolutions.

b) Board members are required to attend the Board meetings and attendance of each individual Director in the meetings held in a financial year is required to be disclosed in the Annual Report.

c) The Board are entitled to request for additional clarification and information to assist them in matters that require their decision. Adequate reports with regards to information on Group performance and major operational financial and corporate issues are disseminated in advance to facilitate informed decision-making process.

d) Minutes are prepared on all Board proceedings and will be signed by the Chairman of the meetings in accordance with the provision of Section 156 of the Companies Act, 1965.

e) The Board shall have access to the advices and services of company secretaries in the course of discharging their duties and responsibilities on the matters relating to procedures governing the Company. The company secretaries also act as the secretaries for all the Board Committees.

f) The Board are entitled to obtain advice on professional opinions from external consultants such as merchant bankers, valuers, human resource consultant etc at the Company’s expenses.

The Directors are encouraged to evaluate their own training needs on a continuous basis and to determine the relevant programs, seminar, workshops or forum available that would best enable them to enhance their knowledge and contributions to the Board.

The detail on trainings/seminars attended by the Directors shall be disclosed in the Annual Report.

All Directors, who is in anyway, whether directly or indirectly, interested in a contract or proposed contracts with the Group, shall declare his/her interest in accordance with the provisions of the Companies Act, 1965. The Director concerned shall not participate in deliberation and shall abstain himself/herself from voting in any matters arising thereof.

Shall there be actual, potential or perceived conflict of interest between the Company or a related corporation and a Director, or an associate of a Director such as a spouse or other family members as defined in the Companies Act, 1965, the Director involved shall make full disclosure and act honestly in the best interest of the Company.

An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.

The Board upholds a culture of continuous disclosure and communication with shareholders and stakeholders through practicable and legitimate channels, both in principle and practice, is to maximize transparency consistent with good Corporate Governance, except where commercial confidentiality dictates.

The Board has put in place a Corporate Disclosure Policy to ensure the disclosure of material of material information pertaining to the Company’s performance and operations is in accordance with the disclosure requirements under Listing Requirement and other applicable laws.

The Board has put in place a Corporate Disclosure Policy to ensure the disclosure of material of material information pertaining to the Company’s performance and operations is in accordance with the disclosure requirements under Listing Requirement and other applicable laws.

The Company’s website at www.tstore.com.my also serves as a forum to enable the public and shareholders to access corporate information on the board of directors’ profile, the promotions, performance and activities undertaken as well as achievements of the Group.

The Board shall take due care and reasonable steps to ensure that the annual financial statements and quarterly results announcements of the Company and of the Group are drawn up in accordance with the requirements of the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965. The Audit Committee assists the Board by reviewing and scrutinizing the information to be disclosed before recommending to the Board for approval.

The Board is responsible to ensure that quality financial reporting to its shareholders, investors and regulatory authorities is presented in a balanced, clear and comprehensive assessment of the Company’s and the Group’s performance and prospects. The Board aims to provide timely, accurate and up-to-date financial information relating to the Company’s and the Group’s quarterly financial results are announced to Bursa Malaysia.

This Charter shall be reviewed on a periodic basis to ensure that new laws, regulations, Bursa Securities or relevant developments having impact on the discharge of Board’s responsibilities are taken into account.

This Board Charter has been adopted by the Board on 24 January 2014.